o	Preliminary Proxy Statement

o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

T	Definitive Proxy Statement

o	Definitive Additional Materials

o	Soliciting Materials under § 240.14a-12

T	No fee required.

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)	Title of each class of securities to which the transaction applies:

(2)	Aggregate number of securities to which the transaction applies:

(3)	Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

---

---

DATE AND TIME:	Wednesday, May 20, 2015, at 10:00 a.m. Central Time

PLACE:	United Fire Group, Inc. First Floor Conference Room 109 Second Street SE Cedar Rapids, Iowa

ITEMS OF BUSINESS:	At the meeting, we will ask shareholders to:

1)	Elect the four (4) Class C directors identified in the attached proxy statement to three-year terms expiring in 2018.

2)	Approve an amendment to our Articles of Incorporation to provide for majority voting in uncontested director elections.

3)	Ratify the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for 2015.

4)	Approve, on an advisory basis, the compensation of our named executive officers.

5)	Vote upon such other matters as may properly come before the meeting or at any adjournment or postponement thereof.

WHO CAN VOTE:	You can vote if you were a shareholder of record on March 23, 2015.

2014 ANNUAL REPORT:	On or about April 7, 2015, we will mail to our shareholders a Notice Regarding the Availability of Proxy Materials, which will indicate how to access our proxy materials on the Internet. By furnishing the Notice Regarding the Availability of Proxy Materials, we are lowering the costs and reducing the environmental impact of our Annual Meeting.

---

---

---

---

---

•	In person: We will distribute paper ballots to anyone who wishes to vote in person at the Annual Meeting. However, if you hold your shares in street name, you must request a legal proxy from your broker and bring it to the meeting in order to vote in person at the Annual Meeting.

•

By mail: Complete and sign your proxy card and return it by mail in the enclosed business reply envelope. If you mark your voting instructions on the proxy card, your shares will be voted as you instruct. If an additional proposal comes up for a vote at the Annual Meeting that is not on the proxy card, your shares will be voted in the best judgment of the authorized proxies, Jack B. Evans and Neal R. Scharmer.

•	By telephone: To vote your shares by telephone, call the toll-free telephone number on your proxy card. You must have a touch-tone or cellular telephone to use this voting method. You will need to follow the instructions on your proxy card and the voice prompts to vote your shares.

•	Over the Internet: If you have Internet access available to you, you may go to the website listed on your proxy card to vote your shares over the Internet. You will need to follow the instructions on your proxy card and the website to vote your shares.

---

•	delivering written notice to our transfer agent, Computershare Trust Company, N.A., at its proxy tabulation center located at 211 Quality Circle, Suite 210, College Station, TX 77845;

•	delivering written notice to the Corporate Secretary of United Fire Group, Inc. at P.O. Box 73909, Cedar Rapids, Iowa 52407-3909;

•	executing and delivering a later-dated proxy; or

•	appearing and voting in person at the Annual Meeting. Attendance at the Annual Meeting will not, by itself, revoke a previously granted proxy.

---

•	Anti-Hedging Policy

•	Code of Ethics and Business Conduct

•	Corporate Governance Guidelines

•	Committee Charters – Audit Committee, Compensation Committee, Executive Committee, Investment Committee, Nominating and Governance Committee and Risk Management Committee

---

---

---

---

---

---

---

---

---

•	Each candidate must be prepared to represent the best interests of all of our shareholders and not just one particular constituency.

•	Each candidate must be an individual who has demonstrated integrity and ethics in the candidate’s personal, business, and professional life and has an established record of business and professional accomplishment.

•	Neither the candidate nor the candidate’s family members (as defined in the NASDAQ Listing Rules), affiliates or associates (as defined in Rule 405 promulgated under the Securities Act of 1933) shall have any material personal, financial, or professional interest in any present or potential competitor of ours.

•

Each candidate must, as a director, agree to participate fully in Board of Directors activities, including active membership on at least one Board committee and attendance at, and active participation in, meetings of the Board of Directors and the committee(s) of which he or she is a member and not have other personal, business or professional commitments that would interfere with or limit his or her ability to do so.

•	Each candidate must be willing to make, and financially capable of making, an investment in Company Common Stock as required by our Articles of Incorporation and the non-employee director stock ownership guidelines adopted by our Board of Directors.

•	Each candidate should contribute to the Board of Director’s overall diversity, which is broadly construed to mean a variety of opinions, perspectives, personal experience, business experience, professional experience, and backgrounds (such as gender, race, and ethnicity), as well as other differentiating characteristics.

•	Each candidate should contribute positively to the existing chemistry and collaborative culture among the directors.

•	Each candidate should possess professional, business, and personal experience and expertise relevant to the Company’s business. In this regard, the Nominating and Governance Committee will consider financial,

---

•	the candidate’s personal qualifications as discussed above;

•	the past and future contributions of our current directors, and the value of continuity and prior experience on our Board of Directors;

•	the existence of one or more vacancies on our Board of Directors;

•	the need for a director to possess particular attributes or particular experience or expertise; and

•	other factors that it considers relevant, including any specific qualifications the Nominating and Governance Committee adopts from time to time.

---

---

---

---

---

---

---

---

---

---

---

(1)

Audit Fees. “Audit” fees consist of fees for professional services rendered for the audit of United Fire Group, Inc.’s Consolidated Financial Statements and internal control over financial reporting, review of the interim Consolidated Financial Statements included in quarterly reports, services that are normally provided by the independent registered public accounting firm in connection with statutory or regulatory filings or engagements, and services that generally only the independent registered public accounting firm can reasonably provide.

(2)

Audit-Related Fees. “Audit-Related” fees consist of fees for assurance and related services that are traditionally performed by the independent registered public accounting firm and are reasonably related to the performance of the audit or the review of our financial statements, but are not reported as “Audit” fees. During 2014 there were no audit-related fees billed to us by Ernst & Young LLP. Audit-related fees billed to us by Ernst & Young LLP in 2013 related to the audit of our employee benefit plans, including our 401(k) Plan and our defined benefit pension plan.

(3)	Tax Fees. Tax fees billed to us by Ernst & Young LLP in 2014 and 2013 related to tax compliance, tax advice, or tax planning services rendered to us.

(4)	All Other Fees. During 2014 and 2013, there were no fees billed to us by Ernst & Young LLP for any professional services rendered other than those described above.

---

•	reviewed and discussed the audited Consolidated Financial Statements with management;

•	discussed with Ernst & Young LLP the matters required to be discussed by Auditing Standard No. 16, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board;

•	received from Ernst & Young LLP the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning independence; and

•	discussed with the independent auditors, the auditors' independence.

*	This report is not “soliciting material” and is not deemed “filed” with the Securities and Exchange Commission (“SEC”). The incorporation by reference of this proxy statement into any document filed with the SEC by the Company shall not be deemed to include this report unless such report is specifically stated to be incorporated by reference into such document.

---

•	Our executive compensation encourages executive decision-making that is aligned with the long-term interests of our shareholders.

•	Bonuses and equity awards for named executive officers are tied to specific performance goals.

•	We encourage long-term stock ownership by our executive officers with award features such as 20 percent vesting of stock option awards beginning on the first anniversary of the grant and no vesting of restricted stock until the fifth anniversary of the grant.

•	We have adopted stock ownership guidelines for our executive officers.

•	Our compensation uses a balance of short- and long-term performance metrics to encourage the efficient management of our business and minimize excessive risk-taking.

---

(1)

Based on a Schedule 13G (Amendment No. 5) filed with the SEC on February 13, 2015, the number of securities beneficially owned by Mrs. McIntyre as of December 31, 2014 includes: 2,504,999 shares for which Mrs. McIntyre holds sole voting and investment power; and 491,863 shares for which Mrs. McIntyre holds shared voting and investment power. According to her Form 5 filed with the SEC on February 13, 2015, Mrs. McIntyre is also the lifetime beneficiary of 449,675 shares held by the Dee Ann McIntyre Trust (irrevocable). According to Company records, Mrs. McIntyre holds stock options for 23,000 shares that are currently vested and exercisable on or before sixty (60) days from the date of this proxy statement.

(2)	Based on a Schedule 13G (Amendment No. 6) filed with the SEC on February 5, 2015, the number of securities beneficially owned by Dimensional Fund Advisors LP as of December 31, 2014 includes: 2,100,593 shares for which it holds sole voting power and 2,130,724 shares for which it holds sole investment power.

(3)	Based on a Schedule 13G (Amendment No. 13) filed with the SEC on February 17, 2015, the number of securities beneficially owned by EARNEST Partners, LLC as of December 31, 2014 includes: 723,945 shares for which it holds sole voting power, 273,696 shares for which it holds shared voting power and 1,972,739 shares for which it holds sole investment power.

(4)	Based on a Schedule 13G (Amendment No. 5) filed with the SEC on January 26, 2015, the number of securities beneficially owned by BlackRock, Inc. as of December 31, 2014 includes: 1,811,704 shares for which it holds sole voting power and 1,865,600 shares for which it holds sole investment power.

(5)	Based on a Schedule 13G filed with the SEC on February 10, 2015, the number of securities beneficially owned by The Vanguard Group as of December 31, 2014 includes: 31,610 shares for which it holds sole voting power, 1,268,582 shares for which it holds sole investment power and 30,510 shares for which it holds shared investment power.

---

(1)	The inclusion in this table of any shares shown as beneficially owned does not constitute admission of beneficial ownership. None of the shares disclosed in the table are pledged as security.

(2)	Includes 2,862 shares owned individually by Mr. Besong and stock options for 702 shares that are exercisable by Mr. Besong on or before sixty (60) days from the date of this proxy statement.

(3)	Includes 92,053 shares owned individually by Mr. Carlton; 36,260 shares owned in accounts for the benefit of Mr. Carlton’s children; and stock options for 1,989 shares that are exercisable by Mr. Carlton on or before (60) days from the date of this proxy statement.

(4)

Includes 6,288 shares owned individually by Mr. Drahozal; 2,674 shares owned jointly by Mr. Drahozal and his wife; 243,086 shares owned individually by Mr. Drahozal’s wife; 74,714 shares owned in accounts for the benefit of Mr. Drahozal’s children; 491,863 shares owned by the McIntyre Foundation, of which Mr. Drahozal’s wife serves as one of three directors; 66,898 shares owned by the J. Scott McIntyre Trust

---

(5)	Includes 1,374 shares owned individually by Mr. Ernst; 5,875 shares owned in a Company 401(k) account for Mr. Ernst’s benefit; 446 shares held in an ESOP account for Mr. Ernst’s benefit; 1,086 shares held individually by Mr. Ernst’s wife; and stock options for 27,706 shares that are exercisable by Mr. Ernst on or before sixty (60) days from the date of this proxy statement.

(6)

Includes 36,260 shares owned individually by Mr. Evans; 2,000 shares held in a 401(k) account for Mr. Evan’s benefit; 3,674 shares held in an individual retirement account for Mr. Evans’ benefit; 2,024 shares held in an IRA account for the benefit of Mr. Evans’ wife; and stock options for 10,009 shares that are exercisable by Mr. Evans on or before sixty (60) days from the date of this proxy statement.

(7)	Includes 65 shares held in an ESOP account for Mr. Helbing's benefit and stock options for 2,375 shares that are exercisable by Mr. Helbing on or before sixty (60) days from the date of this proxy statement.

(8)	Includes 6,288 shares owned individually by Mr. Hultquist and stock options for 11,898 shares that are exercisable by Mr. Hultquist on or before sixty (60) days from the date of this proxy statement.

(9)	These are shares that are known to be owned by Ms. Lyons since her separation from the Company on November 14, 2014. Includes 2,551 shares owned individually by Ms. Lyons; 3,780 shares owned in a Company 401(k) account for Ms. Lyons’ benefit and 1,424 shares held in an ESOP account for Ms. Lyons’ benefit.

(10)	Includes 13,772 shares owned individually by Ms. Mahon; 1,000 shares held in an individual retirement account for Ms. Mahon’s benefit; and stock options for 15,231 shares that are exercisable by Ms. Mahon on or before sixty (60) days from the date of this proxy statement.

(11)	Includes 15,603 shares owned individually by Mr. Milligan and stock options for 15,231 shares that are exercisable by Mr. Milligan on or before sixty (60) days from the date of this proxy statement.

(12)	Includes 4,288 shares owned individually by Mr. Noyce; 2,000 shares held in a trust account for Mr. Noyce’s wife and stock options for 6,898 shares that are exercisable by Mr. Noyce on or before sixty (60) days from the date of this proxy statement.

(13)	Includes 2,911 shares owned individually by Mr. Phillips; 1,100 shares held in an individual retirement account for Mr. Phillips’ benefit; and stock options for 1,989 shares that are exercisable by Mr. Phillips on or before sixty (60) days from the date of this proxy statement.

(14)	Includes 9,488 shares owned individually by Ms. Quass and stock options for 15,231 shares that are exercisable by Ms. Quass on or before sixty (60) days from the date of this proxy statement.

(15)	Includes 10,185 shares owned individually by Mr. Ramlo; 900 shares owned jointly by Mr. Ramlo and his wife; 350 shares owned individually by Mr. Ramlo’s wife; 1,786 shares held in an ESOP account for Mr. Ramlo’s benefit; and stock options for 69,949 shares that are exercisable by Mr. Ramlo on or before sixty (60) days from the date of this proxy statement.

(16)

Includes 2,288 shares owned individually by Mr. Rife; 22,160 shares owned jointly by Mr. Rife and his wife; 1,378 shares owned individually by Mr. Rife’s wife; 6,635 shares held in an individual retirement account for Mr. Rife’s benefit; 434 shares held in a simplified employee pension account for Mr. Rife’s benefit; 491,863 shares owned by the McIntyre Foundation, for which Mr. Rife serves as one of three directors; and stock options for 69,898 shares that are exercisable by Mr. Rife on or before sixty (60) days from the date of this proxy statement.

(17)	Includes 3,309 shares owned individually by Mr. Scharmer; 958 shares held in a Company 401(k) account for Mr. Scharmer’s benefit; 850 shares held in an ESOP account for Mr. Scharmer’s benefit; and stock options for 22,816 shares that are exercisable by Mr. Scharmer on or before sixty (60) days from the date of this proxy statement.

(18)

Includes 2,288 shares owned individually by Mr. Skogman; 200 shares held in an individual retirement account for Mr. Skogman’s benefit; 1,670 shares held in a simplified employee pension account for Mr. Skogman’s benefit; 16,230 shares owned jointly by Mr. Skogman and his wife; 3,500 shares owned by Mr. Skogman’s wife; 2,000 shares held in a trust account for Mr. Skogman’s wife; 150 shares held in an individual retirement account for the benefit of Mr. Skogman’s wife; and stock options for 15,231 shares that are exercisable by Mr. Skogman on or before sixty (60) days from the date of this proxy statement.

(19)	Includes 1,313 shares owned individually by Ms. Voss and 100 shares owned jointly by Ms. Voss and her husband.

(20)

Includes 7,285 shares owned individually by Mr. Wilkins; 2,321 shares held in a Company 401(k) account for Mr. Wilkins’ benefit; 214,637 shares held in the ESOP for which Mr. Wilkins serves as one of two plan trustees (only 1,871 of these plan shares are held for Mr. Wilkins’ benefit); and stock options for 41,230 shares that are exercisable by Mr. Wilkins on or before sixty (60) days from the date of this proxy statement. Mr. Wilkins disclaims beneficial ownership of any shares owned by the ESOP that are not allocated specifically for his benefit.

(21)

Includes 2,107 shares owned individually by the executive officers not otherwise named; 2,506 shares held in a Company 401(k) account for the benefit of the executive officers not otherwise named; 1,864 shares held in ESOP accounts for the benefit of the executive officers not otherwise named; and stock options for 27,239 shares that are exercisable by the executive officers not otherwise named on or before sixty (60) days from the date of this proxy statement.

(22)	Because the shares owned by the McIntyre Foundation are attributed to both Mr. Drahozal and Mr. Rife., we have deducted 491,863 shares from the total number of shares owned by all officers, directors and director nominees to eliminate double counting.

---

(1)	All of the securities remaining available for issuance under this plan may be issued as unrestricted or restricted stock, stock options or stock appreciation rights.

(2)	All of the securities remaining available for issuance under this plan may be issued as either restricted stock or stock options.

---

•	Our return on equity decreased to 7.4 percent, down from 10.1 percent in 2013.

•	Our combined ratio increased to 97.8 percent, up from 94.8 percent in 2013.

•	Our net income decreased to $59.1 million, down from $76.1 million in 2013.

•	Our catastrophe losses for the year totaled $49.7 million, up from $30.2 million in 2013.

•	The book value of our common stock increased to $32.67, up from $30.87 in 2013.

---

•	attract and retain qualified individuals;

•	provide compensation that is fair, reasonable and competitive with our industry peers; and

•	provide sufficient incentive opportunities that are linked to the execution of our business strategy and the interests of our shareholders.

---

•	The Compensation Committee must be composed of only independent directors, with a minimum of three members.

•	The Compensation Committee must meet at least twice each calendar year.

•	The Compensation Committee is directly responsible for and has the resources and authority to retain and compensate any outside counsel, expert, consultant or advisor it deems appropriate and necessary.

•	Annually review and recommend to the Board of Directors for approval the salaries, incentive awards and other compensation for all of our named executive officers;

•	Review and discuss with management the information reported in the Compensation Discussion and Analysis section of the Company’s proxy statement, and based on the review and discussions recommend to the Board of Directors that it be included in the proxy statement for our annual meeting and incorporated by reference in our Annual Report on Form 10-K;

•	Prepare and approve the Compensation Committee Report for inclusion in the proxy statement for our annual meeting;

•	Approve and grant, or recommend to the Board of Directors the approval and granting of stock options, restricted stock, and other types of equity-based compensation in accordance with the terms of our equity-based compensation plans;

•	Periodically review, evaluate and report to the Board of Directors concerning the competitiveness of our compensation programs for the named executive officers; and

•	Annually evaluate the Compensation Committee Charter and the Compensation Committee’s performance and make such reports to the Board of Directors as it deems warranted.

•

Performance. The Compensation Committee has linked the compensation of our named executive officers to the Company’s attainment of key performance goals. The Compensation Committee considers the individual’s performance and contribution to Company performance and, where applicable, to their business unit performance. The Compensation Committee and Board of Directors believe that tying each named executive officer’s compensation to key performance goals creates an incentive for the executive to attain the Company’s objectives and further align his or her interests with our shareholders.

•	Fairness and Reasonableness. We strive to provide compensation and benefit programs that are fair and competitive with our industry peers, while reasonably rewarding our named executive officers for their service based on their performance.

•	Cost. We strive to provide appropriate incentives and motivation to our named executive officers that will continue to increase value to our shareholders by designing compensation programs that we believe are cost-effective and affordable.

---

•	Industry group - insurance carriers and property and casualty insurance, eliminating life companies

•	Geographic location - national

•	Assets - near $3.6 billion (consolidated group)

•	Premiums written - near $700 million (consolidated group)

•	Donegal Group Inc.

•	EMC Insurance Group Inc.

•	Horace Mann Educators Corporation

•	Meadowbrook Insurance Group Inc.

•	Selective Insurance Group Inc.

•	State Auto Financial Corporation

•	Amtrust Financial Services

•	Employers Holdings Inc.

•	Infinity Property & Casualty Corporation

•	Mercury General Corporation

•	Navigators Group Inc.

•	OneBeacon Insurance Group

•	RLI Corporation

---

•	Benchmark Database Executive©; William M. Mercer

•	Comp Analyst; Salary.com/Kenexa for Professionals

•	CSR Top Management Compensation; Towers Watson

•	Executive Compensation – National Executive & Senior Management Compensation Survey©; CompData

•	Executive Salary Assessor©; Economic Research Institute (ERI)

•	Salary Budget Survey; WorldatWork

•	a balanced mix of cash-based and equity-based compensation;

•	variable compensation based on a variety of key performance goals, including Company metrics, business unit metrics, where appropriate, and individual performance goals;

•	a balanced mix of short-term and long-term incentives;

•	threshold performance levels that must be achieved to earn incentives;

•	maximum award limits for annual incentive awards and equity-based compensation;

•	time-based vesting requirements for equity-based compensation; and

•	stock ownership guidelines for named executive officers.

---

•	a fair, reasonable and competitive base salary is essential to attract and retain strong management;

•	annual performance-based cash awards recognize and reward both individual achievement and the named executive officer’s role in overall Company performance; and

•	equity-based compensation helps our named executive officers to “think like owners” and, therefore, aligns their interests with those of our shareholders.

•	Randy A. Ramlo - In establishing Mr. Ramlo’s base salary for 2014, the Compensation Committee considered the following factors when assessing his performance as CEO:

◦

Mr. Ramlo’s performance compared to his goals and objectives for 2013, which included the following: attaining specified targets relating to return on equity, written premium levels, investor visits, underwriting expense ratio and life company income; the expansion of certain business products; generating additional business from newly appointed agents in geographic areas where we are underrepresented; growing certain predetermined areas identified by the Board of Directors; increasing certain business written in our service center; establishing a new unit for specific products; establishing risk and capital statements; and establishing risk tolerance levels for presentation to our Board of Directors;

◦

factors that could hinder the achievement of Mr. Ramlo’s goals, including: failure to take advantage of hardening market conditions within the insurance industry; failure to successfully integrate technology initiatives while maintaining adequate security within our automation platform; failure to maintain adequate investment portfolio diversity in an attempt to generate higher investment yield; large weather events striking areas where we have heavy concentrations of insured risks; and the loss of key employees.

◦	the Company’s performance relative to the insurance industry, with an emphasis on the performance of our peer companies; and

◦	Mr. Ramlo’s overall performance as our President and Chief Executive Officer.

---

•

Other Named Executive Officers - Mr. Ramlo evaluated the other named executive officers’ individual performance and contributions made toward achieving the Company’s business objectives. He presented his report and salary recommendations to the Compensation Committee. The Compensation Committee considered Mr. Ramlo’s assessments and recommendations along with its own evaluations to determine the compensation for these named executive officers to be recommended to the Board of Directors:

◦

Kevin W. Helbing – Mr. Ramlo and the Compensation Committee based their evaluation of Mr. Helbing’s performance as Interim Principal Financial Officer on a number of performance and experience criteria, including timeliness and accuracy of financial reporting during the interim period; his handling of any department issues arising during the interim period; his participation in the year-end conference call; and his successful handling of investor relations calls during the interim period. Mr. Helbing’s 2014 base salary was set at $120,994, a 3.6 percent increase over 2013.

◦

Dianne M. Lyons – Mr. Ramlo and the Compensation Committee based their evaluation of Ms. Lyons on a number of performance and experience criteria, including timeliness and accuracy of financial reporting; exemplary audit reports; employment and management of staff to perform the internal audit function in-house; continued quality and efficiency of internal controls; growth and development in her role as Chief Financial Officer; duties related to reporting under the Securities Exchange Act of 1934; her successful management of our internal actuary and investor relations staff; her duties as liaison to our institutional investors and the investment community; and her contribution toward the attainment of our corporate return on equity goal.

◦

Michael T. Wilkins – Mr. Ramlo and the Compensation Committee based their evaluation of Mr. Wilkins on the following performance and experience criteria: personal lines underwriting experience; the implementation and quality of our reinsurance program in general and our catastrophe coverage in particular, including pricing negotiations; overseeing the long-term profitability of our assumed reinsurance business; evaluation and analysis of our catastrophe exposure; management of our product development and rate setting functions; maintaining industry competitiveness through the use of information technology and web-based applications; the efficiency of our information technology operations; his duties as integration leader related to information technology and cyber security; his contribution toward the attainment of our corporate return on equity goal; and growth and development in his role as Executive Vice President.

◦	Barrie W. Ernst – Mr. Ramlo and the Compensation Committee based their evaluation of Mr. Ernst on the following performance and experience criteria: management of our investment portfolio during

---

◦

Neal R. Scharmer – Mr. Ramlo and the Compensation Committee based their evaluation of Mr. Scharmer on the following performance and experience criteria: positive management and settlement of claims and other litigation, particularly as related to large or complex losses; negotiation and review of key vendor contracts; hiring and management of various outside legal counsel used by our Company; management of outside legal expenses incurred by our Company; and hiring, development and management of our in-house legal staff.

(1)	50th percentile for named executive officers as determined by CRI’s Executive Compensation Study, which used both peer group data and published survey data.

(2)	Ms. Lyons’ date of separation from the Company was November 14, 2014. Mr. Helbing was appointed to serve as Interim Principal Financial Officer effective on that date.

---

---

•	ROE lower than 4 percent, plan participants receive no awards;

•	ROE between 4 and 8 percent, plan participants receive awards equal to 35 percent of the equity pool;

•	ROE between 8 and 12 percent, plan participants receive awards equal to 50 percent of the equity pool;

•	ROE between 12 and 20 percent, plan participants receive awards equal to 65 percent of the equity pool; and

•	ROE greater than 20 percent, plan participants receive awards equal to 80 percent of the equity pool.

---

•	identifies appropriate performance measures and recommends to the Compensation Committee performance targets that the Compensation Committee and the Board of Directors may use to determine annual and long-term incentive awards;

•	develops compensation guidelines for each named executive officer position other than his own;

•	annually recommends to the Compensation Committee the base salary for each executive position other than his own; and

•	briefs each named executive officer on the performance goals and stock ownership guidelines established for that executive’s position.

---

•	The Compensation Committee identifies appropriate performance measures.

•

The Compensation Committee considers the compensation principles discussed under the heading Compensation and Benefits Philosophy as well as each of the Company’s compensation elements, and reviews market data from CRI’s Executive Compensation Study. Based on that consideration and review, it annually recommends to the Board of Directors the base salary, annual incentive compensation and long-term incentive awards for our Chief Executive Officer. The Board of Directors reviews and considers the proposals of the Compensation Committee and makes its final determination based on what it believes to be in the interests of the Company and our shareholders.

•	reviewing and advising on all principal aspects of compensation for named executive officers, including base salaries, equity awards and annual incentive plan awards for named executive officers;

•	reviewing and advising the Compensation Committee on compensation for non-employee directors; and

•	providing advice and input to the Compensation Committee on the identification and selection of appropriate peer companies.

---

(1)

Equity ownership targets for Mr. Ramlo as a Tier 3 executive were calculated as the number of shares equal to two times his base salary on January 1, 2014 divided by the closing price of Company Common Stock on December 31, 2013. Equity ownership targets for named executive officers in Tier 2 were calculated as the number of shares equal to one and one half times their base salary on January 1, 2014 divided by the closing price of Company Common Stock on December 31, 2013. Equity ownership targets for executive officers in Tier 1 were calculated as the number of shares equal to their base salary on January 1, 2014 divided by the closing price of our Company Common Stock on December 31, 2013.

(2)

Shares held either directly or indirectly and any shares of restricted stock (whether vested or unvested) held by the named executive officer are counted toward the target number of shares. Any unexercised stock options (whether vested or unvested) held by the named executive officer are not counted toward the target number of shares. The target number of shares are the number of shares to be held by the named executive officer by December 31, 2019, or within five years of becoming subject to United Fire's stock ownership guidelines for officers, whichever is later.

(3)	Due to his interim status, Mr. Helbing has yet not been assigned a tier group or target number of shares of Company Common Stock to hold.

---

(1)

Amounts in this column represent the aggregate grant date fair value for options and restricted stock issued during 2014 and 2013. Amounts in this column are calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation. To calculate the option amounts we use the Black-Scholes option pricing model. This model estimates the fair value of traded options, which have different characteristics than employee stock options. Changes to the subjective assumptions used in the model can result in materially different fair value estimates. For a discussion of valuation assumptions used, see Note 9 to the Consolidated Financial Statements included in our Company’s Annual Report on Form 10-K for the year ended December 31, 2014. Due to her separation from the Company, Ms. Lyons forfeited any unvested and unexercised awards she received under our Stock Plan.

(2)

All employees are eligible to participate in our annual performance-based cash award plan if they (a) have worked for us for at least twelve months, (b) have 1,000 hours of service during the calendar year and (c) are in our employ at the time the cash awards for that year are paid. The amounts shown in this column are those amounts earned by the executive for the year shown. These amounts were determined and paid in the subsequent year. For example, any non-equity incentive plan awards shown for 2014 were earned in 2014, but determined and paid in 2015. Due to her separation from the Company, Ms. Lyons did not receive a payment under the 2014 annual performance-based cash award plan.

(3)

The 2014 amount in this column for Mr. Ramlo represents $5,257 in accrued pension benefit and $927 in above market deferred compensation earnings. The 2014 amount in this column for Mr. Helbing represents his accrued pension benefit. The 2014 amount in this column for Ms. Lyons represents $5,212 in accrued pension benefit and $237 in above market deferred compensation earnings. The 2014 amount in this column for Mr. Wilkins represents $5,123 in accrued pension benefit and $367 in above market deferred compensation earnings. The 2014 amount in this column for Mr. Ernst represents $4,512 in accrued pension benefit and $728 in above market deferred compensation earnings. The 2014 amount in this column for Mr. Scharmer represents $9,172 in accrued pension benefit and $261 in above market deferred compensation earnings.

(4)

The 2014 amount in this column for Mr. Ramlo includes: (a) $8,188 in country club dues paid on Mr. Ramlo’s behalf; (b) $960 in premiums for a Company-sponsored life insurance policy for Mr. Ramlo’s benefit; (c) $420 in parking subsidy for our Company parking ramp; (d) $1,139 in allocation under our Employee Stock Ownership Plan; and (e) $229,027 in unvested Restoration Benefit Credits contributed by the Company to our Executive Nonqualified Excess Plan on Mr. Ramlo's behalf.

---

(5)	Ms. Lyons separated from the Company on November 14, 2014 and Mr. Helbing assumed the role of Interim Principal Financial Officer on that same date. Mr. Helbing was not a named executive officer of the Company prior to 2014.

(6)	The 2014 amount in this column for Mr. Helbing includes: (a) $449 in premiums for a Company-sponsored life insurance policy for Mr. Helbing’s benefit; (b) $530 in allocation under our Employee Stock Ownership Plan; and (c) $420 in parking subsidy for our Company parking ramp.

(7)

The 2014 amount in this column for Ms. Lyons includes: (a) $2,401 in country club dues paid on Ms. Lyons’ behalf; (b) $880 in premiums for a Company-sponsored life insurance policy for Ms. Lyons’ benefit; (c) $49,169 for accrued personal time off at the time of her separation from the Company; (d) $368 in parking subsidy for our Company parking ramp; (e) $1,139 in allocation under our Employee Stock Ownership Plan; and (f) $65,890 in unvested Restoration Benefit Credits contributed by the Company to our Executive Nonqualified Excess Plan on Ms. Lyons’ behalf. Under the terms of our Executive Nonqualified Excess Plan, Ms. Lyons’ Restoration Benefit Credits were forfeited at the time of her separation from the Company.

(8)

The 2014 amount in this column for Mr. Wilkins includes: (a) $8,011 in country club dues paid on Mr. Wilkins’ behalf; (b) $960 in premiums for a Company-sponsored life insurance policy for Mr. Wilkins’ benefit; (c) $420 in parking subsidy for our Company parking ramp; (d) $1,139 in allocation under our Employee Stock Ownership Plan; and (e) $86,096 in unvested Restoration Benefit Credits contributed by the Company to our Executive Nonqualified Excess Plan on Mr. Wilkins behalf.

(9)

The 2014 amount in this column for Mr. Ernst includes: (a) $8,709 in country club dues paid on Mr. Ernst’s behalf; (b) $773 in additional income due to personal use of the Company’s airplane; (c) $960 in premiums for a Company-sponsored life insurance policy for Mr. Ernst’s benefit; (d) $420 in parking subsidy for our Company parking ramp; (e) $1,139 in allocation under our Employee Stock Ownership Plan; and (f) $27,227 in unvested Restoration Benefit Credits contributed by the Company to our Executive Nonqualified Excess Plan on Mr. Ernst's behalf. We did not include as personal travel on company aircraft of $773 that Internal Revenue Service regulations require us to report as income for Mr. Ernst. We excluded this amount because the primary purpose of the usage of the aircraft was business. See Perquisites under the Elements of Compensation section found on page 43 of this proxy statement for additional information.

(10)	The 2014 amount in this column for Mr. Scharmer includes: (a) $960 in premiums for a Company-sponsored life insurance policy for Mr. Scharmer’s benefit; (b) $1,139 in allocation under our Employee Stock Ownership Plan; and (c) $420 in parking subsidy for our Company parking ramp.

•	Options vest 20 percent each year on the first five anniversaries of the grant date. Options vest immediately if we enter into an agreement to dispose of all or substantially all of our assets or capital stock. The Board of Directors has the authority under the Stock Plan to accelerate vesting of stock options in other circumstances at its discretion.

•	Options expire on the sooner of:

•	ten years after the option grant date;

•	one year after termination of employment for reason of death or disability; or

•	30 days after the termination of employment for any reason other than death or disability, unless extended by the Board of Directors for up to one year after termination of employment.

•	The exercise price is the closing market price for Company Common Stock on the option grant date.

---

(1)	We estimate the amounts shown in this column by assuming the achievement of the threshold level for the lowest weighted performance indicator used in our Annual Incentive Plan and by multiplying 2014 paid salary by 6.0 percent for Mr. Ramlo; 3.0 percent for Ms. Lyons and Messrs. Wilkins, Ernst and Scharmer; and 3.2 percent for Mr. Helbing.

(2)	We estimate the amounts shown in this column by assuming the achievement of target levels for all applicable performance indicators used in our Annual Incentive Plan and by multiplying 2014 paid salary by 40.0 percent for Mr. Ramlo; 25.0 percent for Ms. Lyons and Messrs. Wilkins, Ernst and Scharmer; and 17.5 percent for Mr. Helbing.

(3)	We estimate the amounts shown in this column by assuming the achievement of maximum levels for all applicable performance indicators used in our Annual Incentive Plan and by multiplying 2014 paid salary by 48.0 percent for Mr. Ramlo; 30.0 percent for Ms. Lyons and Messrs. Wilkins, Ernst and Scharmer; and 21.0 percent for Mr. Helbing.

(4)	The restricted stock awards represented in this column vest 100 percent on the fifth anniversary of the grant date, provided the named executive officer remains employed through the vesting date.

---

(5)	Option awards represented in this column vest 20.0 percent each year for five years beginning with the first anniversary of the grant date, provided the named executive officer remains employed through the applicable vesting date.

(6)

Amounts in this column represent the aggregate grant date fair value for option and restricted stock awards granted during 2014, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation. To calculate the option amounts, we use the Black-Scholes option pricing model. This model estimates the fair value of traded options, which have different characteristics than employee stock options. Changes to the subjective assumptions used in the model can result in materially different fair value estimates. For a discussion of valuation assumptions used, see Note 9 to the Consolidated Financial Statements included in our Company’s Annual Report on From 10-K for the year ended December 31, 2014.

(7)

There is no specific grant date for awards under our Annual Incentive Plan. We pay awards based on our 2014 performance during the first quarter of 2015. Please see the Compensation Discussion and Analysis section of this proxy statement for further information regarding the Annual Incentive Plan. Actual amounts paid to each named executive officer under our Annual Incentive Plan for 2014 are shown in the Summary Compensation Table – 2014 on page 46 of this proxy statement and were calculated based on each individual's base earnings for 2014.

(8)	Due to her separation from the Company, Ms. Lyons forfeited any 2014 awards she was granted under our Stock Plan or amounts she would have received under our Annual Incentive Plan.

---

---

(1)	Subject to Mr. Ramlo’s continued employment on the applicable vesting date, 7,322 shares of restricted stock vest on 02/18/2016; 5,304 shares of restricted stock vest on 02/15/2018; and 9,151 shares of restricted stock vest on 02/21/2019.

(2)	The unexercisable portion of these options vests on 05/19/2015.

(3)	The unexercisable portion of these options vests one-half each on 02/18/2015 and 02/18/2016.

(4)	The unexercisable portion of these options vests one-fourth each on 02/15/2015, 02/15/2016, 02/15/2017 and 02/15/2018.

(5)	The unexercisable portion of these options vests one-fifth each on 02/21/2015, 02/21/2016, 02/21/2017, 02/21/2018 and 02/21/2019.

(6)	The unexercisable portion of these options vests on 02/19/2015.

(7)	The unexercisable portion of these options vests one-third each on 02/24/2015, 02/24/2016 and 02/24/2017.

(8)	Subject to Mr. Wilkins’ continued employment on the applicable vesting date, 3,894 shares of restricted stock vest on 02/18/2016; 2,850 shares of restricted stock vest on 02/15/2018; and 4,934 shares of restricted stock vest on 02/21/2019.

(9)	Subject to Mr. Ernst’s continued employment on the applicable vesting date, 2,714 shares of restricted stock vest on 02/18/2016; 1,933 shares of restricted stock vest on 02/15/2018; and 2,937 shares of restricted stock vest on 02/21/2019.

(10)	Subject to Mr. Scharmer’s continued employment on the applicable vesting date, 1,974 shares of restricted stock vest on 02/18/2016; 1,446 shares of restricted stock vest on 02/15/2018; and 2,484 shares of restricted stock vest on 02/21/2019.

---

---

---

(1)	All amounts reported in this column were reported as part of either “Base Salary,” “Non-Equity Incentive Plan Compensation” or “All Other Compensation” in the Summary Compensation Table – 2014 on page 46 of this proxy statement.

(2)

All amounts reported in this column include above-market earnings reported as part of "Change in Pension Value and Nonqualified Deferred Compensation Earnings" in the Summary Compensation Table - 2014 on page 46 of this proxy statement. For Mr. Ramlo, this amount was $927. For Ms. Lyons, this amount was $237. For Mr. Wilkins, this amount was $367. For Mr. Ernst, this amount was $728. For Mr. Scharmer, this amount was $261.

(3)

The amount in this column for Mr. Ramlo includes (i) $20,000 reported as part of either “Base Salary” or “Non-Equity Incentive Plan Compensation” and $193 reported as above market deferred compensation earnings in our 2014 proxy statement, and (ii) $22,000 reported as part of either “Base Salary” or “Non-Equity Incentive Plan Compensation” and $1,377 reported as above market deferred compensation earnings in our 2013 proxy statement. At December 31, 2014, $232,566 of Mr. Ramlo’s account balance under the Excess Plan was unvested.

(4)	Mr. Helbing is not eligible to participate in our Deferred Compensation Plan or Excess Plan.

(5)

The amount in this column for Ms. Lyons includes (i) $0 reported as part of either “Base Salary” or “Non-Equity Incentive Plan Compensation” and $64 reported as above market deferred compensation earnings in our 2014 proxy statement, and (ii) $6,000 reported as part of either “Base Salary” or “Non-Equity Incentive Plan Compensation” and $532 reported as above market deferred compensation earnings in our 2013 proxy statement. Due to her separation from the Company, Ms. Lyons was required under the terms of the Excess Plan to forfeit

---

(6)

The amount in this column for Mr. Wilkins includes (i) $20,000 reported as part of either “Base Salary” or “Non-Equity Incentive Plan Compensation” and $69 reported as above market deferred compensation earnings in our 2014 proxy statement, and (ii) $20,000 reported as part of either “Base Salary” or “Non-Equity Incentive Plan Compensation” and $217 reported as above market deferred compensation earnings in our 2013 proxy statement. At December 31, 2014, $86,962 of Mr. Wilkins’ account balance under the Excess Plan was unvested.

(7)

The amount in this column for Mr. Ernst includes (i) $16,347 reported as part of either “Base Salary” or “Non-Equity Incentive Plan Compensation” and $304 reported as above market deferred compensation earnings in our 2014 proxy statement, and (ii) $12,369 reported as part of either “Base Salary” or “Non-Equity Incentive Plan Compensation” and $2,521 reported as above market deferred compensation earnings in our 2013 proxy statement. At December 31, 2014, $28,079 of Mr. Ernst’s account balance under the Excess Plan was unvested.

(8)

The amount in this column for Mr. Scharmer includes (i) $13,802 reported as part of either “Base Salary” or “Non-Equity Incentive Plan Compensation” and $36 reported as above market deferred compensation earnings in our 2014 proxy statement, and (ii) $8,595 reported as part of either “Base Salary” or “Non-Equity Incentive Plan Compensation” and $93 reported as above market deferred compensation earnings in our 2013 proxy statement. At December 31, 2014, Mr. Scharmer’s account balance was fully vested.

---

---

(1)	At December 31, 2014, none of the named executive officers have achieved normal retirement age under our benefit plans. The figures in this column assume the accelerated vesting by the Board of Directors of all unvested stock options and restricted stock shares as applicable.

(2)

Under their existing Change in Control Severance Agreements, Messrs. Ramlo, Wilkins, Ernst and Scharmer are entitled to payment only if their employment is terminated by reason other than a Nonqualifying Termination. Nonqualifying Termination is defined to include (a) by the Company for cause, (b) by the named executive officer for reason other than a good reason, (c) the named executive officer's death, (d) by the Company due to the executive's absence from the executive's duties with the Company on a full-time basis for a period of 180 consecutive days as a result of the executive's incapacity due to physical or mental illness. The figures in this column assume the accelerated vesting by the Board of Directors of all unvested stock options and restricted stock shares as applicable.

(3)	Per their existing Change In Control Severance Agreements, the amounts reported in this column as Separation Compensation for Messrs. Ramlo, Wilkins, Ernst and Scharmer equal 1.5 times the executive’s highest annual base salary plus target annual incentive compensation.

(4)

Under the terms of the existing change in control agreements for Messrs. Ramlo, Wilkins, Ernst and Scharmer, if the payments and benefits they are entitled to receive under these agreements would result in the payment of the excise tax imposed by Section 4999 of the Internal Revenue Code, then their payments and benefits may be subject to reduction. Under their agreements, change in control payments and benefits are reduced by the minimum amount necessary to avoid federal excise tax, if the reduction would result in Messrs. Ramlo, Wilkins, Ernst and Scharmer receiving a higher net after tax amount. The amounts in this column do not reflect the application of any reduction in payment or benefit according to the terms of the change in control agreements.

(5)

We do not make a payment to a participant in our annual incentive plan for a particular year unless the participant is employed by us on the date incentive payments are made, typically in March of the following year. In the case of death or retirement, and at the discretion of our Chairman of the Board and our Chief Executive Officer, we will pay an annual incentive plan payment to a participant prorated to the date of death or retirement. Amounts shown for death and retirement assume our Chairman of the Board and our Chief Executive Officer exercised their discretion to make the payment. The Change in Control agreements in place for Messrs. Ramlo, Wilkins, Ernst and Scharmer state that they will be paid an amount equal to their target payment under our annual incentive plan for the year in which the change in control occurs, prorated to the date of termination. In this case, termination is presumed to occur on December 31, 2014.

(6)

Upon termination of employment due to death or retirement, the Board of Directors, may at its discretion, accelerate the vesting of any unvested option awards. In addition, under the terms of the option award agreements, the vesting of unvested stock options will accelerate upon a change in control. Amounts shown are calculated using the fair market value of the stock underlying in-the-money unvested options that would have become exercisable on December 31, 2014, assuming that the Board of Directors accelerated the vesting of all unvested options.

(7)

As of December 31, 2014, none of the restricted stock shares held by the named executive officers were vested. Upon termination of employment due to death, retirement, disability or a change in control not involving termination, the Board of Directors, may at its discretion, accelerate the vesting of any unvested restricted stock awards. Amounts shown assumes a voluntary acceleration of vesting by the Board of Directors.

(8)

The Change In Control Severance Agreements for Messrs. Ramlo, Wilkins, Ernst and Scharmer provide for the continuation of medical, accident, disability and life insurance benefits with respect to the named executive officer and his/her dependents for a period of 18 months following a change in control at substantially the same level that existed immediately prior to the change in control. The numbers amounts shown form Messrs. Ramlo, Wilkins, Ernst and Scharmer reflect the cost of these benefits as they existed at December 31, 2014. Mr. Helbing is not covered by a Change In Control Severance Agreement.

(9)	The Change In Control Severance Agreements for Messrs. Ramlo, Wilkins, Ernst and Scharmer provide for outplacement services for a period of 12 months following a change in control. The cost to the Company of these outplacement services is caped for each executive at $15,000. Mr. Helbing is not covered by a Change In Control Severance Agreement.

---

(1)	As jointly designated by our Chief Executive Officer and the Chair of our Compensation Committee.

---

(1)	Stock awards represented in this column vest on the three year anniversary of the grant date and are subject to forfeiture until vested. At December 31, 2014 there were 1,286 shares of restricted stock outstanding for each non-employee director.

(2)	Amounts in this column represent the aggregate grant date fair value for restricted stock granted during 2014, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation.

(3)	Aggregate options outstanding at December 31, 2014 for each of the following non-employee directors are: Besong – 1,755, Carlton – 3,900, Drahozal – 17,687, Evans – 12,465, Hultquist – 14,354, Mahon – 17,687, Milligan – 17,687, Noyce – 9,354, Phillips – 3,900, Quass – 17,687, Rife – 72,354, Skogman – 17,687 and Voss – 0.

(4)	For Mr. Hultquist, the amount in this column includes $23,750 deferred under the Directors’ Deferred Compensation Plan. At December 31, 2014, Mr. Hultquist’s plan balance, including any accrued dividends, represented 1,387.881 phantom stock units.

(5)	For Mr. Noyce, the amount in this column includes $52,500 deferred under the Directors’ Deferred Compensation Plan. At December 31, 2014, Mr. Noyce’s plan balance, including any accrued dividends, represented 3,089.580 phantom stock units.

(6)	For Mr. Rife, the amount in this column includes $34,500 deferred under the Directors’ Deferred Compensation Plan. At December 31, 2014, Mr. Rife’s plan balance, including any accrued dividends, represented 2,042.039 phantom stock units.

(7)	For Mr. Rife, the amount in this column represents above-market accrued interest credited to Mr. Rife under our employee deferred compensation plan.

---

---

---

---

---